Company Update

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549     FORM 8-K     CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 23, 2025     KeyCorp   (Exact name of registrant as specified in charter)       Ohio   001-11302   34-6542451 State or other jurisdiction of incorporation or organization:   Commission File Number   I.R.S. Employer Identification Number:   127 Public Square , Cleveland , Ohio   44114-1306 Address of principal executive offices:   Zip code: (216) 689-3000 Registrant’s telephone number, including area code:     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):   ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)   ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)   ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))   ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities Registered Pursuant to Section 12(b) of the Act:   Title of each class   Trading Symbol(s)   Name of each exchange on which registered Common Shares, $1 par value   KEY   New York Stock Exchange Depositary Shares (each representing a 1/40th interest in a share of Fixed-to-Floating Rate Perpetual Non-Cumulative Preferred Stock, Series E)   KEY PrI   New York Stock Exchange Depositary Shares (each representing a 1/40th interest in a share of Fixed Rate Perpetual Non-Cumulative Preferred Stock, Series F)   KEY PrJ   New York Stock Exchange Depositary Shares (each representing a 1/40th interest in a share of Fixed Rate Perpetual Non-Cumulative Preferred Stock, Series G)   KEY PrK   New York Stock Exchange Depositary Shares (each representing a 1/40th interest in a share of Fixed Rate Reset Perpetual Non-Cumulative Preferred Stock, Series H)   KEY PrL   New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company  ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐       Item 8.01 Other Events . On December 23, 2025, KeyCorp (the “Company”) filed a prospectus supplement to its Registration Statement on Form S-3 (No. 333-272573) (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, with respect to the registration of 161,968,762 common shares, par value $1.00 per share, of the Company that were issued to The Bank of Nova Scotia (“BNS”) pursuant to the Investment Agreement, dated as of August 12, 2024, by and between the Company and BNS. Pursuant to the terms of the Investment Agreement, the Company was required to file this prospectus supplement no later than December 27, 2025. In connection with the filing of the prospectus supplement, the Company is filing a legal opinion as Exhibit No. 5.1 to this Current Report on Form 8-K, which is incorporated by reference into the Registration Statement.   Item 9.01 Financial Statements and Exhibits . (d) Exhibits   Exhibit No.    Description of Exhibit  5.1    Opinion of Squire Patton Boggs (US) LLP. 23.1    Consent of Squire Patton Boggs (US) LLP (included in Exhibit 5.1). 104    Cover Page Interactive Data File (embedded within Inline XBRL document).   SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.           KEYCORP         (Registrant) Date: December 23, 2025         /s/ Andrea R. McCarthy     Name:   Andrea R. McCarthy     Title:   Assistant Secretary